同城招股说明书

Use these links to rapidly review the documentTABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents Filed pursuant to Rule 424(b)(4)Registration No. 333- PROSPECTUS 11,000,000 American Depositary Shares 58.com Inc. REPRESENTING 22,000,000 CLASS A ORDINARY SHARES 58.com Inc. is offering 11,000,000 American Depositary Shares, or ADSs. Each ADS represents two Class A ordinary shares, par value $0.00001 per share. This is our initial public offering and no public market exists for our ADSs or our ordinary shares. Upon the completion of this offering, we will have a dual class ordinary share structure. Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share. Holders of Class A and Class B ordinary shares will vote together as one class on all matters that require shareholders approval. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Upon the completion of this offering, our existing shareholders will own an aggregate of 131,811,987 Class B ordinary shares, which will represent 98.2% of the then total voting power of our outstanding shares. We are an emerging growth company under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Our ADSs have been approved for listing on the NYSE under the symbol WUBA. Investing in our ADSs involves risks. See Risk Factors beginning on page 17. PRICE $17.00 AN ADS Price toPublic UnderwritingDiscounts andCommissions Proceeds Inc. Per ADS$17.00$1.19$15.81Total$187,000,000$13,090,000$173,910,000We have granted the underwriters the right to purchase up to an aggregate of 1,650,000 additional ADSs to cover over-allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on November 5, 2013. MORGAN STANLEYCREDIT SUISSECITIGROUPPACIFIC CREST SECURITIES October 31, 2013 Table of ContentsTable of Contents TABLE OF CONTENTS Page Prospectus Summary1Risk Factors17Special Note Regarding Forward-Looking Statements and Industry Data57Use of Proceeds58Dividend Policy59Capitalization60Dilution61Enforceability of Civil Liabilities63Corporate History and Structure65Selected Consolidated Financial Data69Managements Discussion and Analysis of Financial Condition and Results of Operations71Industry Overview97Business101Regulation119Management130Principal Shareholders138Related Party Transactions142Description of Share Capital143Description of American Depositary Shares153Shares Eligible for Future Sale166Taxation168Underwriting176Expenses Relating to This Offering182Legal Matters183Experts184Where You Can Find Additional Information185Index to Consolidated Financial StatementsF-1You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs. We have not taken any action to permit a public offering of the ADSs outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States. Until November 25, 2013 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.iTable of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under Risk Factors before deciding whether to buy our ADSs. This prospectus contains information from the iResearch China Online Classifieds Market Research Report, an industry report commissioned by us and conducted by iResearch Consulting Group, or iResearch, a third-party market research firm, to provide information on our market position among online classifieds providers in China. We refer to this report as the iResearch Report in this prospectus. The iResearch Report uses data for the relevant period as of May 31, 2013 when estimating the size of the online classifieds market and the position of the market participants including us. The iResearch Report uses monthly unique visitors data of online marketplaces on personal computers from January 2012 to May 2013 and data of online marketplaces on mobile applications from August 2012 to May 2013, when estimating the position of the market participants including us. iResearch started collecting monthly unique visitors data of online marketplaces on mobile applications in August 2012. Our Business We operate the largest online marketplace serving local merchants and consumers in China, as measured by monthly unique visitors on both our website and mobile applications, according to the iResearch Report. Our online marketplace enables local merchants and consumers to connect, share information and conduct business. Our large and growing user base, merchant network and massive database of local information create a powerful network effect that enables us to maintain our leadership position. Our online marketplace contains a vast amount of credible and up-to-date local information in approximately 380 cities, across diverse content categories, including housing, jobs, used goods, automotive, pets, tickets, yellow pages and other local services. We conduct automatic and manual screening using proprietary technology and processes to ensure relevance and accuracy of the information on our online marketplace. To further increase the quality of information and enhance user experience, we leverage our years of experience and continue to develop processes and features to certify local merchants, encourage user reviews, collect and respond to customer feedback through our customer service team and provide designed templates to local merchants to make listings more informative and effective. Our broad, in-depth and high quality local information, combined with our easy-to-use website and mobile applications, has made us a trusted marketplace for consumers. Our online marketplace also provides merchants with an affordable and effective marketing channel to reach a broad and targeted local consumer base. Our sales and customer service teams stay in regular contact with our customers to help them use our online marketing services to achieve optimal marketing effectiveness. Our well-recognized brand, 58.com, further helps local merchants to attract consumers in China. As a result, we had approximately 4.3 million active local merchants on our marketplace in the second quarter of 2013. Our business model is highly compatible with mobile internet. Our listing-based content is easy to display through mobile devices. Our location-based services and other mobile functionalities significantly increase user engagement. We have launched a separate merchant mobile application to increase consumer-merchant communication and enhance the ability of merchants to manage content and attract consumers. In the second quarter of 2013, 39.4% of our average monthly page views were on mobile applications. 1Table of ContentsLeveraging the network effect of our online marketplace with our focus on providing the best user experience, we have achieved market leadership with significant user traffic and growing user engagement, as shown by: our no.1 market position represented by 38.1% market share in terms of cash receipts in Chinas online classifieds market in 2012, according to the iResearch Report; an average of 129.7 million monthly unique visitors who visited our website or used our mobile applications in the second quarter of 2013; the number of page views per unique visitor on our website, which more than doubled in the second quarter of 2013 as compared to the same period in 2010; and an average of 1.9 million listings per day of local information that our users posted on our website and mobile applications in the second quarter of 2013. We generate revenues primarily from memberships and online marketing services. A membership is a basic service package consisting of merchant certification, display of an online storefront on our marketplace, preferential listing benefits such as daily priority listings and higher quota for daily listings and access to our dedicated customer service support team and online account management system. Our online marketing services mainly include listing services, such as real-time bidding and priority listing, and marketing services through collaboration with third-party internet companies in China. Merchants can use our real-time bidding services to bid for the most prominent placement of their listings in specific categories and locations on a daily basis. Merchants can also purchase our priority listing services, which place their listings below real-time bidding listings and above paying merchant members listings. Our revenues were US$10.7 million, US$41.5 million and US$87.1 million in 2010, 2011 and 2012, respectively. We incurred net loss of US$13.9 million, US$83.4 million and US$30.4 million in 2010, 2011 and 2012, respectively. Our revenues were US$58.8 million and we had a net income of US$0.3 million in the six months ended June 30, 2013. Our Industry Chinas online marketing industry has grown significantly as the internet continues to gain popularity as an effective marketing medium. According to the iResearch Report, Chinas online marketing industry is expected to grow from US$12.1 billion in 2012 to US$39.3 billion in 2017 representing a five-year compound annual growth rate, or CAGR, of 26.6%. Based on iResearchs estimates, online marketing is expected to become the largest marketing medium in China in 2013. The rapid proliferation of internet usage is also driving a shift in marketing services towards the online channel. The online classifieds market in China is expected to grow from US$275.4 million in 2012 to US$2.4 billion in 2017, and online classifieds as a percentage of total classifieds is expected to increase from 10.6% in 2012 to 43.9% in 2017, according to the iResearch Report, due to Chinas large number of megacities and the resources constraints faced by local merchants, especially small and medium-sized enterprises, or SMEs. There will be 57 million SMEs in China in 2013, according to the iResearch Report. Due to their relatively smaller scale, local merchants in China face a number of inherent challenges when conducting business, which include marketing effectively and gaining credibility and consumer trust. These challenges have set the stage for the emergence of online classifieds platforms as a cost-effective medium to connect local merchants with potential customers. The growing adoption of mobile internet usage combined with technological advancement has enabled the proliferation of rich content and more complex applications on mobile devices. According to the iResearch Report, the number of mobile internet users in China has been growing, and is expected to continue to grow at a fast pace, increasing from 420 million in 2012 to 784 million in 2017. The accessibility and range of functionalities provided by mobile devices will lead to a higher level of user engagement, and also allow local merchants to better manage their product offerings. Mobile 2Table of Contentsapplications also allow online marketing services providers to better track user behavior and monitor listing effectiveness, which will in turn drive more product innovation. Why Consumers Choose Us Depth of information at the local level Breadth of content categories Up-to-date and credible information Ease of use Compelling mobile experience Why Merchants Choose Us Broad consumer reach Affordable and effective marketing channel Ability to target consumers Strong customer service Well recognized brand Our Strengths We believe that our success is largely attributable to the following key competitive strengths: Leading market position Powerful network effect Trusted marketplace Proven mobile adoption Extensive and engaged merchant network Strong brand recognition Significant monetization potential Strong product development and engineering capabilities Our Strategies Our vision is to provide the most convenient and trusted online marketplace for local merchants and consumers in China. We intend to achieve our vision by pursing the following growth strategies: Grow user base and enhance user experience Expand and strengthen merchant network Enhance mobile capabilities Further monetize traffic Pursue strategic alliances and acquisition opportunities Our Challenges We operate in a fast-evolving industry and face risks and uncertainties that could adversely impact our business, including those relating to our ability to: continually anticipate user preferences and provide attractive services on our online marketplace; 3Table of Contents retain existing and attract new local merchants to use our online marketplace and pay for our membership and online marketing services; achieve and sustain operating profitability, given our history of losses; effectively respond to competition; manage our growth or execute our strategies effectively; maintain a strong brand image and avoid, or timely and effectively respond to, events that could cause negative publicity and harm our reputation; offer new, innovative and effective services at competitive prices to attract and retain a large user base; balance the need to market and advertise our services with the significant costs of doing so; capture and retain a significant portion of the growing number of users who access online marketplaces through mobile devices; and attract, train and retain qualified personnel. In addition, we face risks and uncertainties related to our corporate structure and doing business in China, including: risks associated with our control over Beijing 58 Information Technology Co., Ltd., or Beijing 58, which is based on contractual arrangements rather than equity ownership, including our ability to use and enjoy assets held by Beijing 58 and its subsidiaries that are material to the operation of our business, such as the domain names and trademarks held by Beijing 58; risks related to the potential conflict between PRC and Cayman Islands fiduciary duties owed by directors of Beijing 58 and our company and the lack of framework for the resolution of fiduciary duty conflicts between these different jurisdictions; uncertainties associated with the interpretation and application of PRC regulations and policies, including those relating to the distribution of internet content in China; and risks related to our ability to use the proceeds of this offering to make additional capital contributions or loans to our PRC subsidiaries as a result of PRC regulations and governmental control of currency conversion. Please see Risk Factors for a more detailed discussion of these and other risks and uncertainties we face. Under PRC laws and regulations, we are permitted to utilize the proceeds from this offering to fund our PRC subsidiaries only through loans or capital contributions, subject to applicable government registration and approval requirements. We cannot assure you that we will be able to meet these requirements on a timely basis, if at all. See Risk FactorsRisks Relating to Doing Business in ChinaPRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of this offering to make additional capital contributions or loans to our PRC subsidiaries. We currently plan to use a substantial portion of proceeds from this offering to increase the registered capital of Wanglin and 58 Technology and will apply to obtain approval from the Ministry of Commerce or its local counterparts for such increases and register the changes with the State Administration for Industry and Commerce and the SAFE or their loca